UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): May 1, 2020
 
RumbleOn, Inc.
 
(Exact name of registrant as specified in its charter)
Nevada
(State or Other Jurisdiction
of Incorporation)
 
001-38248
 
46-3951329
(Commission
File Number)
 
 
(I.R.S. Employer
Identification No.)
 
 
 901 W. Walnut Hill Lane
 Irving, Texas
 75038
 (Address of Principal Executive Offices)
 (Zip Code)
  
(469) 250-1185
(Registrant’s Telephone Number, Including Area Code)
 
 
 (Former Name or Former Address, If Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class B Common Stock, $0.001 par value
RMBL
The Nasdaq Stock Market LLC
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 

 
 
 
Item 1.01. 
Entry into a Material Definitive Agreement.
 
The information under Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference.
 
Item 2.03.    
Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant.
 
On May 1, 2020, RumbleOn, Inc. (the “Company”), and its wholly-owned subsidiaries Wholesale, Inc. and Wholesale Express, LLC (together, the “Subsidiaries,” and with the Company, the “Borrowers”), each entered into loan agreements and related promissory notes (the “SBA Loan Documents”) to receive U.S. Small Business Administration Loans (the “SBA Loans”) pursuant to the Paycheck Protection Program (the “PPP”) established under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), in the aggregate amount of $5,176,845.00 (the “Loan Proceeds”). The Borrowers received the Loan Proceeds on May 1, 2020. Under the SBA Loan Documents, the SBA Loans have a fixed interest rate of 1%, repayment begins six months from the date of disbursement of each SBA Loan, and the SBA Loans mature two years from the date of first disbursement. There is no prepayment penalty.
 
Pursuant to the terms of the SBA Loan Documents, the Borrowers may apply for forgiveness of the amount due on the SBA Loans in an amount equal to the sum of the following costs incurred by the Borrowers during the eight-week period (or any other period that may be authorized by the U.S. Small BusinessAdministration) beginning on the date of first disbursement of the SBA Loans: payroll costs, any payment of interest on a covered mortgage obligation, payment on a covered rent obligation, and any covered utility payment. The amount of SBA Loan forgiveness shall be calculated in accordance with the requirements of the PPP, including the provisions of Section 1106 of the CARES Act, although no more than 25% of the amount forgiven can be attributable to non-payroll costs. No assurance is provided that forgiveness for any portion of the SBA Loans will be obtained.
 
The promissory notes evidencing the SBA Loans contain customary events of default relating to, among other things, payment defaults, breach of representations and warranties, or provisions of the promissory notes. The occurrence of an event of default may result in the repayment of all amounts outstanding, collection of all amounts owing from the Borrowers, and/or filing suit and obtaining judgment against the Borrowers.
 
The foregoing description of the SBA Loan Documents is a summary only and is qualified in its entirely by the reference to the full text of the loan agreements and promissory notes, which are filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, and 10.6 to this Current Report and are incorporated herein by reference. A copy of the press release announcing receipt of the Loan Proceeds is attached as Exhibit 99.1 to this Current Report.
 
Item 5.02. Departure or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On May 6, 2020, the Board of Directors (the “Board”) of the Company appointed Michael Marchlik a director of the Company effective May 6, 2020. Michael Marchlik was also appointed a member of the Compensation Committee and the Audit Committee effective May 6, 2020.
 
Mr. Marchlik, 47, has served as the Chief Executive Officer of the Advisory & Valuations division of Great American Group ("GA") since April 2017, and is responsible for overseeing the operations and client service efforts for lenders, sponsors and borrowers. Prior to that, he served as a Partner and National Sales and Marketing Director of GA from January 2010 to April 2017, as Executive Vice President, Western Region of GA from January 2004 to December 2009, as Senior Vice President of Sales, Western Region of GA from June 2001 to December 2003, and as Director of Operations at GA from July 1996 to May 2001. With nearly two and a half decades of experience in all segments of the asset disposition and valuation industries, he has extensive understanding of corporate transactional services, credit structure and asset-based valuation, lending solutions and business operations. Mr. Marchlik attended Northeastern University in Boston where he received a Bachelor of Science in Finance. There are no transactions between Mr. Marchlik and the Company that would be reportable under Item 404(a) of Regulation S-K.
 
In connection with Mr. Marchlik’s appointment, the Compensation Committee of the Company granted Mr. Marchlik 35,000 restricted stock units pursuant to the Company’s 2017 Stock Incentive Plan, as amended.
 
A copy of the press release announcing Mr. Marchlik's appointment to the Board is attached as Exhibit 99.2 to this Current Report.
 
 
 
 
Item 9.01.         
Financial Statements and Exhibits.
 
(d)           Exhibits
 
Exhibit No.
 
Description
 
COVID-19 Stimulus Customer Agreement, dated May 1, 2020, by and between Wood & Huston Bank and RumbleOn, Inc.
 
COVID-19 Stimulus Customer Agreement, dated May 1, 2020, by and between Wood & Huston Bank and Wholesale, Inc.
 
COVID-19 Stimulus Customer Agreement, dated May 1, 2020, by and between Wood & Huston Bank and Wholesale Express, LLC.
 
Paycheck Protection Program Note, dated May 1, 2020, executed by RumbleOn, Inc.
 
Paycheck Protection Program Note, dated May 1, 2020, executed by Wholesale, Inc.
 
Paycheck Protection Program Note, dated May 1, 2020, executed by Wholesale Express, LLC.
 
Press Release, dated May 7, 2020
 
Press Release, dated May 6, 2020
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
RUMBLEON, INC.
 
 
 
 
 
Date: May 7, 2020
By:  
/s/  Steven R. Berrard
 
 
 
Steven R. Berrard 
 
 
 
Chief Financial Officer 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Exhibit 10.1
 
COVID-19 STIMULUS
 
CUSTOMER AGREEMENT
 
In using the services of Wood & Huston Bank ("Bank"), to submit a Small Business Interruption Loan Application to the Small Business Administration ("SBA") under the Cares Act, RumbleOn Inc. ("CLIENT") understands and agrees:
 
1. Client is responsible for instructing Bank regarding the amount of the loan for which Client wishes to apply.
 
2. Client is responsible for supporting the requested loan amount with client's own documentation, information and the accuracy of which is Client's sole responsibility.
 
3. Client understands that submission of a loan application does not guarantee that the SBA will approve or make the requested loan.
 
4. Client understands that the requested loan, if approved by the SBA, may or may not qualify for forgiveness.
 
5. Client understands that if the requested loan does not qualify for forgiveness, Client must repay the loan, under the terms contained in the loan documents.
 
6. Client understands and agrees that Bank is not liable for delays in transmission of the application or for any failure by the SBA to receive the Application.
 
7. Client understands and agrees that Bank is not responsible for SBA's approval or disapproval of the Application.
 
8. Client releases Bank from any claims arising out of Bank's submission of Client's Application to the SBA.
 
9. If Client is not an individual, signing agent for Client warrants and represents that he/she is duly authorized and empowered to execute this document, the related Loan Application and Promissory Note, and any other documents in connection with the loan contemplated by this Agreement.
 
Thomas Aucamp
 
 
/s/ Thomas Aucamp
 
Name
 
 
Signature
 
 
5/1/2020
Date
 
 
  Exhibit 10.2
 
COVID-19 STIMULUS
 
CUSTOMER AGREEMENT
 
In using the services of Wood & Huston Bank ("Bank"), to submit a Small Business Interruption Loan Application to the Small Business Administration ("SBA") under the Cares Act, Wholesale Inc. ("CLIENT") understands and agrees:
 
1. Client is responsible for instructing Bank regarding the amount of the loan for which Client wishes to apply.
 
2. Client is responsible for supporting the requested loan amount with client's own documentation, information and the accuracy of which is Client's sole responsibility.
 
3. Client understands that submission of a loan application does not guarantee that the SBA will approve or make the requested loan.
 
4. Client understands that the requested loan, if approved by the SBA, may or may not qualify for forgiveness.
 
5. Client understands that if the requested loan does not qualify for forgiveness, Client must repay the loan, under the terms contained in the loan documents.
 
6. Client understands and agrees that Bank is not liable for delays in transmission of the application or for any failure by the SBA to receive the Application.
 
7. Client understands and agrees that Bank is not responsible for SBA's approval or disapproval of the Application.
 
8. Client releases Bank from any claims arising out of Bank's submission of Client's Application to the SBA.
 
9. If Client is not an individual, signing agent for Client warrants and represents that he/she is duly authorized and empowered to execute this document, the related Loan Application and Promissory Note, and any other documents in connection with the loan contemplated by this Agreement.
 
 
Thomas Aucamp
 
 
/s/ Thomas Aucamp
 
Name
 
 
Signature
 
  
5/1/2020
Date
 
 
  Exhibit 10.3
 
COVID-19 STIMULUS
 
CUSTOMER AGREEMENT
 
In using the services of Wood & Huston Bank ("Bank"), to submit a Small Business Interruption Loan Application to the Small Business Administration ("SBA") under the Cares Act, Wholesale Express LLC ("CLIENT") understands and agrees:
 
1. Client is responsible for instructing Bank regarding the amount of the loan for which Client wishes to apply.
 
2. Client is responsible for supporting the requested loan amount with client's own documentation, information and the accuracy of which is Client's sole responsibility.
 
3. Client understands that submission of a loan application does not guarantee that the SBA will approve or make the requested loan.
 
4. Client understands that the requested loan, if approved by the SBA, may or may not qualify for forgiveness.
 
5. Client understands that if the requested loan does not qualify for forgiveness, Client must repay the loan, under the terms contained in the loan documents.
 
6. Client understands and agrees that Bank is not liable for delays in transmission of the application or for any failure by the SBA to receive the Application.
 
7. Client understands and agrees that Bank is not responsible for SBA's approval or disapproval of the Application.
 
8. Client releases Bank from any claims arising out of Bank's submission of Client's Application to the SBA.
 
9. If Client is not an individual, signing agent for Client warrants and represents that he/she is duly authorized and empowered to execute this document, the related Loan Application and Promissory Note, and any other documents in connection with the loan contemplated by this Agreement.
 
Thomas Aucamp
 
 
/s/ Thomas Aucamp
 
Name
 
 
Signature
 
 
5/1/2020
Date
 
 
  Exhibit 10.4
 
NOTE
 
SBA Loan #
71285673-04
SBA Loan Name
RUMBLEON INC
Date
5/1/2020
Loan Amount
$ 2,534,048.00
Interest Rate
1.00%
Borrower
RUMBLEON INC
Lender
Wood & Huston Bank
 
1.       
PROMISE TO PAY:
 
In return for the Loan, Borrower promises to pay to the order of Lender the amount of $2,534,048.00
Two million five hundred thirty four thousand forty eight and 0/zero                                                  Dollars,
interest on the unpaid principal balance, and all other amounts required by this Note.
 
2.       
DEFINITIONS:
 
"Collateral" means any property taken as security for payment of this Note or any guarantee of this Note.
 
"Guarantor" means each person or entity that signs a guarantee of payment of this Note.
 
"Loan" means the loan evidenced by this Note.
 
"Loan Documents" means the documents related to this loan signed by Borrower, any Guarantor, or anyone who pledges collateral.
 
"SBA" means the Small Business Administration, an Agency of the United States of America.
 


Page 1 of 5
 
 
3.       
PAYMENT TERMS
 
Borrower must make all payments at the place Lender designates. The payment terms for this Note are:
 
1. 
Interest Rate: 1.00% fixed, accruing using an actual 360 days continuing method.
2. 
Loan Term: 24 month loan term.
3. 
Payments: no payments or interest required for first 6 months. Thereafter, 18 equal monthly payments of    $142.515.92    due on the 1st day of each month, beginning 11/1/2020 for the first.
4. 
Fees: No fees for Borrower.
5. 
Forgiveness: This loan may be fully or partially forgiven by SBA after 8-week compliance period if Borrower complies with terms and conditions of SBA PPP.
 
*This is a summary and Payment Terms are subject to any and all laws, procedures, processes, features, modifications at the sole discretion of the Lender or SBA allowable under the laws of the United States of America and the State of Missouri.
 
4.       
DEFAULT
 
Borrower is in default under this Note if Borrower does not make a payment when due under this Note, or if Borrower or Operating Company:
 
A. 
Fails to do anything required by this Note and other Loan Documents;
 
B. 
Defaults on any other loan with Lender;
 
C. 
Does not preserve, or account to Lender's satisfaction for, any of the Collateral or its proceeds;
 
D. 
Does not disclose, or anyone acting on their behalf does not disclose, any material fact to Lender or SBA;
 
E. 
Makes, or anyone acting on their behalf makes, a materially false or misleading representation to Lender or SBA;
 
F. 
Defaults on any loan or agreement with another creditor, if Lender believes the default may materially affect Borrower's ability to pay this Note;
 
G. 
Fails to pay any taxes when due;
 
H. 
Becomes the subject of a proceeding under any bankruptcy or insolvency law;
 
I. 
Has a receiver or liquidator appointed for any part of their business or property;
 
J. 
Makes an assignment for the benefit of creditors;
 
K. 
Has any adverse change in financial condition or business operation that Lender believes may materially affect Borrower's ability to pay this Note;
 
L. 
Reorganizes, merges, consolidates, or otherwise changes ownership or business structure without Lender's prior written consent; or
 
M. 
Becomes the subject of a civil or criminal action that Lender believes may materially affect Borrower's ability to pay this Note.
 
Page 2 of 5
 
 
5.       
LENDER'S RIGHTS IF THERE IS A DEFAULT:
 
Without notice or demand and without giving up any of its rights, Lender may:
 
A. 
Require immediate payment of all amounts owing under this Note;
 
B. 
Collect all amounts owing from any Borrower or Guarantor;
 
C. 
File suit and obtain judgment;
 
D. 
Take possession of any Collateral; or
 
E. 
Sell, lease, or otherwise dispose of, any Collateral at public or private sale, with or without advertisement
 
 
6.       
LENDER'S GENERAL POWERS:
 
Without notice and without Borrower's consent, Lender may:
 
A. 
Bid on or buy the Collateral at its sale or the sale of another lienholder, at any price it chooses;
 
B. 
Incur expenses to collect amounts due under this Note, enforce the terms of this Note or any other Loan Document, and preserve or dispose of the Collateral. Among other things, the expenses may include payments for property taxes, prior liens, insurance, appraisals, environmental remediation costs, and reasonable attorney's fees and costs. If Lender incurs such expenses, it may demand immediate repayment from Borrower or add the expenses to the principal balance;
 
C. 
Release anyone obligated to pay this Note;
 
D. 
Compromise, release, renew, extend or substitute any of the Collateral; and
 
E. 
Take any action necessary to protect the Collateral or collect amounts owing on this Note.
 
7.       
WHEN FEDERAL LAW APPLIES:
 
When SBA is the holder, this Note will be interpreted and enforced under federal law, including SBA regulations. Lender or SBA may use state or local procedures for filing papers, recording documents, giving notice, foreclosing liens, and other purposes. By using such procedures, SBA does not waive any federal immunity from state or local control, penalty, tax, or liability. As to this Note, Borrower may not claim or assert against SBA any local or state law to deny any obligation, defeat any claim of SBA, or preempt federal law.
 
Page 3 of 5
 
 
8.       
SUCCESSORS AND ASSIGNS:
 
Under this Note, Borrower and Operating Company include the successors of each, and Lender includes its successors and assigns.
 
9.       
GENERAL PROVISIONS:
 
A. 
All individuals and entities signing this Note are jointly and severally liable.
 
B. 
Borrower waives all suretyship defenses.
 
C. 
Borrower must sign all documents necessary at any time to comply with the Loan Documents and to enable Lender to acquire, perfect, or maintain Lender's liens on Collateral.
 
D. 
Lender may exercise any of its rights separately or together, as many times and in any order it chooses. Lender may delay or forgo enforcing any of its rights without giving up any of them.
 
E. 
Borrower may not use an oral statement of Lender or SBA to contradict or alter the written terms of this Note.
 
F. 
If any part of this Note is unenforceable, all other parts remain in effect.
 
G. 
To the extent allowed by law, Borrower waives all demands and notices in connection with this Note, including presentment, demand, protest, and notice of dishonor. Borrower also waives any defenses based upon any claim that Lender did not obtain any guarantee; did not obtain, perfect, or maintain a lien upon Collateral; impaired Collateral; or did not obtain the fair market value of Collateral at a sale.
 
10.            
STATE-SPECIFIC PROVISIONS:
 
This note is governed by the laws of Missouri, except to the extent such state laws are preempted by federal law. In the event of a dispute, the exclusive forum, venue and place of jurisdiction will be in Missouri, unless otherwise required by law.
 
ORAL OR UNEXECUTED AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE, REGARDLESS OF THE LEGAL THEORY UPON WHICH IT IS BASED THAT IS IN ANY WAY RELATED TO THE CREDIT AGREEMENT. TO PROTECT YOU (BORROWER) AND US (LENDER) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.
 
 
ADDITIONAL PROVISIONS.
 
A. 
Borrower understands and agrees that the PPP Program contains limits and restrictions on use of amounts borrowed, and that Borrower retains full responsibility for compliance with those PPP limits and restrictions.
 
B. 
Borrower has provided truthful and complete information to Bank in connection with Borrower's PPP Application, and agrees to immediately inform Bank of any errors in same.
 
C. 
Borrower agrees to provide any documents which Bank deems necessary for the Application Loan File, including any documents Bank requests for use in calculating future forgiveness or repayment under
 
D. 
Borrower agrees to otherwise cooperate with Bank in administration of this PPP Loan.
 
Page 4 of 5
 
 
E. 
Borrower understands that the requested loan, if approved by the SBA, may or may not qualify for forgiveness.
 
F. 
Borrower understands that if the requested loan does not qualify for forgiveness, Borrower must repay the loan, under the terms contained in the loan documents.
 
G. 
Borrower understands and agrees that Bank is not liable for delays in transmission of the application or for any failure by the SBA to receive the Application.
 
11.   BORROWER'S NAME(S) AND SIGNATURE(S):
By signing below, each individual or entity becomes obligated under this Note as Borrower.
 
Authorized Signer:
Thomas E Aucamp
Signature:
/s/ Thomas Aucamp
Date:
5/1/2020
 
 
Authorized Signer:
 
Signature:
 
Date:
 
 
 
  
 
 
Page 5 of 5
  Exhibit 10.5
 
NOTE
 
SBA Loan #
68941073-00
SBA Loan Name
WHOLESALE INC
Date
5/1/2020
Loan Amount
$ 2,078,327.00
Interest Rate
1.00%
Borrower
WHOLESALE INC
Lender
Wood & Huston Bank
 
1.       
PROMISE TO PAY:
 
In return for the Loan, Borrower promises to pay to the order of Lender the amount of $2,078,327.00
Two million seventy eight thousand three hundred twenty seven and 0/zero                           Dollars,
interest on the unpaid principal balance, and all other amounts required by this Note.
 
2.       
DEFINITIONS:
 
"Collateral" means any property taken as security for payment of this Note or any guarantee of this Note.
 
"Guarantor" means each person or entity that signs a guarantee of payment of this Note.
 
"Loan" means the loan evidenced by this Note.
 
"Loan Documents" means the documents related to this loan signed by Borrower, any Guarantor, or anyone who pledges collateral.
 
"SBA" means the Small Business Administration, an Agency of the United States of America.
 
 
 
Page 1 of 5
 
 
3.       
PAYMENT TERMS
 
Borrower must make all payments at the place Lender designates. The payment terms for this Note are:
 
1. 
Interest Rate: 1.00% fixed, accruing using an actual 360 days continuing method.
2. 
Loan Term: 24 month loan term.
3. 
Payments: no payments or interest required for first 6 months. Thereafter, 18 equal monthly payments of $116,885.98 due on the 1st day of each month, beginning 11/1/2020 for the first.
4. 
Fees: No fees for Borrower.
5. 
Forgiveness: This loan may be fully or partially forgiven by SBA after 8-week compliance period if Borrower complies with terms and conditions of SBA PPP.
 
*This is a summary and Payment Terms are subject to any and all laws, procedures, processes, features, modifications at the sole discretion of the Lender or SBA allowable under the laws of the United States of America and the State of Missouri.
 
4.       
DEFAULT
 
Borrower is in default under this Note if Borrower does not make a payment when due under this Note, or if Borrower or Operating Company:
 
A. 
Fails to do anything required by this Note and other Loan Documents;
 
B. 
Defaults on any other loan with Lender;
 
C. 
Does not preserve, or account to Lender's satisfaction for, any of the Collateral or its proceeds;
 
D. 
Does not disclose, or anyone acting on their behalf does not disclose, any material fact to Lender or SBA;
 
E. 
Makes, or anyone acting on their behalf makes, a materially false or misleading representation to Lender or SBA;
 
F. 
Defaults on any loan or agreement with another creditor, if Lender believes the default may materially affect Borrower's ability to pay this Note;
 
G. 
Fails to pay any taxes when due;
 
H. 
Becomes the subject of a proceeding under any bankruptcy or insolvency law;
 
I. 
Has a receiver or liquidator appointed for any part of their business or property;
 
J. 
Makes an assignment for the benefit of creditors;
 
K. 
Has any adverse change in financial condition or business operation that Lender believes may materially affect Borrower's ability to pay this Note;
 
L. 
Reorganizes, merges, consolidates, or otherwise changes ownership or business structure without Lender's prior written consent; or
 
M. 
Becomes the subject of a civil or criminal action that Lender believes may materially affect Borrower's ability to pay this Note.
 
 
Page 2 of 5
 
  
5.    
LENDER'S RIGHTS IF THERE IS A DEFAULT:
 
Without notice or demand and without giving up any of its rights, Lender may:
 
A. 
Require immediate payment of all amounts owing under this Note;
 
B. 
Collect all amounts owing from any Borrower or Guarantor;
 
C. 
File suit and obtain judgment;
 
D. 
Take possession of any Collateral; or
 
E. 
Sell, lease, or otherwise dispose of, any Collateral at public or private sale, with or without advertisement
 
6.    
LENDER'S GENERAL POWERS:
 
Without notice and without Borrower's consent, Lender may:
 
A. 
Bid on or buy the Collateral at its sale or the sale of another lienholder, at any price it chooses;
 
B. 
Incur expenses to collect amounts due under this Note, enforce the terms of this Note or any other Loan Document, and preserve or dispose of the Collateral. Among other things, the expenses may include payments for property taxes, prior liens, insurance, appraisals, environmental remediation costs, and reasonable attorney's fees and costs. If Lender incurs such expenses, it may demand immediate repayment from Borrower or add the expenses to the principal balance;
 
C. 
Release anyone obligated to pay this Note;
 
D. 
Compromise, release, renew, extend or substitute any of the Collateral; and
 
E. 
Take any action necessary to protect the Collateral or collect amounts owing on this Note.
 
7.   
WHEN FEDERAL LAW APPLIES:
 
When SBA is the holder, this Note will be interpreted and enforced under federal law, including SBA regulations. Lender or SBA may use state or local procedures for filing papers, recording documents, giving notice, foreclosing liens, and other purposes. By using such procedures, SBA does not waive any federal immunity from state or local control, penalty, tax, or liability. As to this Note, Borrower may not claim or assert against SBA any local or state law to deny any obligation, defeat any claim of SBA, or preempt federal law.
 
Page 3 of 5
 
 
8.    
SUCCESSORS AND ASSIGNS:
 
Under this Note, Borrower and Operating Company include the successors of each, and Lender includes its successors and assigns.
 
9.   
GENERAL PROVISIONS:
 
A. 
All individuals and entities signing this Note are jointly and severally liable.
 
B. 
Borrower waives all suretyship defenses.
 
C. 
Borrower must sign all documents necessary at any time to comply with the Loan Documents and to enable Lender to acquire, perfect, or maintain Lender's liens on Collateral.
 
D. 
Lender may exercise any of its rights separately or together, as many times and in any order it chooses. Lender may delay or forgo enforcing any of its rights without giving up any of them.
 
E. 
Borrower may not use an oral statement of Lender or SBA to contradict or alter the written terms of this Note.
 
F. 
If any part of this Note is unenforceable, all other parts remain in effect.
 
G. 
To the extent allowed by law, Borrower waives all demands and notices in connection with this Note, including presentment, demand, protest, and notice of dishonor. Borrower also waives any defenses based upon any claim that Lender did not obtain any guarantee; did not obtain, perfect, or maintain a lien upon Collateral; impaired Collateral; or did not obtain the fair market value of Collateral at a sale.
 
10.       
STATE-SPECIFIC PROVISIONS:
 
This note is governed by the laws of Missouri, except to the extent such state laws are preempted by federal law. In the event of a dispute, the exclusive forum, venue and place of jurisdiction will be in Missouri, unless otherwise required by law.
 
ORAL OR UNEXECUTED AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE, REGARDLESS OF THE LEGAL THEORY UPON WHICH IT IS BASED THAT IS IN ANY WAY RELATED TO THE CREDIT AGREEMENT. TO PROTECT YOU (BORROWER) AND US (LENDER) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.
 
 
ADDITIONAL PROVISIONS.
 
A. 
Borrower understands and agrees that the PPP Program contains limits and restrictions on use of amounts borrowed, and that Borrower retains full responsibility for compliance with those PPP limits and restrictions.
 
B. 
Borrower has provided truthful and complete information to Bank in connection with Borrower's PPP Application, and agrees to immediately inform Bank of any errors in same.
 
C. 
Borrower agrees to provide any documents which Bank deems necessary for the Application Loan File, including any documents Bank requests for use in calculating future forgiveness or repayment under
 
D. 
Borrower agrees to otherwise cooperate with Bank in administration of this PPP Loan.
 
 
Page 4 of 5
 
 
E. 
Borrower understands that the requested loan, if approved by the SBA, may or may not qualify for forgiveness.
 
F. 
Borrower understands that if the requested loan does not qualify for forgiveness, Borrower must repay the loan, under the terms contained in the loan documents.
 
G. 
Borrower understands and agrees that Bank is not liable for delays in transmission of the application or for any failure by the SBA to receive the Application.
 
11.   BORROWER'S NAME(S) AND SIGNATURE(S):
By signing below, each individual or entity becomes obligated under this Note as Borrower.
 
Authorized Signer:
Thomas E Aucamp
Signature:
/s/ Thomas Aucamp
Date:
5/1/2020
 
 
Authorized Signer:
 
Signature:
 
Date:
 
 
 
 
 
 
 
 
 
 
 
Page 5 of 5
  Exhibit 10.6
 
NOTE
 
SBA Loan #
69657873-03
SBA Loan Name
WHOLESALE EXPRESS LLC
Date
5/1/2020
Loan Amount
$ 564,470.00
Interest Rate
1.00%
Borrower
WHOLESALE EXPRESS LLC
Lender
Wood & Huston Bank
 
1.       
PROMISE TO PAY:
 
In return for the Loan, Borrower promises to pay to the order of Lender the amount of $564,470.00
Five hundred sixty four thousand four hundred seventy and 0/zero                                                  Dollars,
interest on the unpaid principal balance, and all other amounts required by this Note.
 
2.       
DEFINITIONS:
 
"Collateral" means any property taken as security for payment of this Note or any guarantee of this Note.
 
"Guarantor" means each person or entity that signs a guarantee of payment of this Note.
 
"Loan" means the loan evidenced by this Note.
 
"Loan Documents" means the documents related to this loan signed by Borrower, any Guarantor, or anyone who pledges collateral.
 
"SBA" means the Small Business Administration, an Agency of the United States of America.
 
 
Page1 of 5
 
 
3.       
PAYMENT TERMS
 
Borrower must make all payments at the place Lender designates. The payment terms for this Note are:
 
1. 
Interest Rate: 1.00% fixed, accruing using an actual 360 days continuing method.
2. 
Loan Term: 24 month loan term.
3. 
Payments: no payments or interest required for first 6 months. Thereafter, 18 equal monthly payments of    $31,746.03    due on the 1st day of each month, beginning 11/1/2020 for the first.
4. 
Fees: No fees for Borrower.
5. 
Forgiveness: This loan may be fully or partially forgiven by SBA after 8-week compliance period if Borrower complies with terms and conditions of SBA PPP.
 
*This is a summary and Payment Terms are subject to any and all laws, procedures, processes, features, modifications at the sole discretion of the Lender or SBA allowable under the laws of the United States of America and the State of Missouri.
 
4.       
DEFAULT
 
Borrower is in default under this Note if Borrower does not make a payment when due under this Note, or if Borrower or Operating Company:
 
A. 
Fails to do anything required by this Note and other Loan Documents;
 
B. 
Defaults on any other loan with Lender;
 
C. 
Does not preserve, or account to Lender's satisfaction for, any of the Collateral or its proceeds;
 
D. 
Does not disclose, or anyone acting on their behalf does not disclose, any material fact to Lender or SBA;
 
E. 
Makes, or anyone acting on their behalf makes, a materially false or misleading representation to Lender or SBA;
 
F. 
Defaults on any loan or agreement with another creditor, if Lender believes the default may materially affect Borrower's ability to pay this Note;
 
G. 
Fails to pay any taxes when due;
 
H. 
Becomes the subject of a proceeding under any bankruptcy or insolvency law;
 
I. 
Has a receiver or liquidator appointed for any part of their business or property;
 
J. 
Makes an assignment for the benefit of creditors;
 
K. 
Has any adverse change in financial condition or business operation that Lender believes may materially affect Borrower's ability to pay this Note;
 
L. 
Reorganizes, merges, consolidates, or otherwise changes ownership or business structure without Lender's prior written consent; or
 
M. 
Becomes the subject of a civil or criminal action that Lender believes may materially affect Borrower's ability to pay this Note.
 
 
Page2 of 5
 
  
5.       
LENDER'S RIGHTS IF THERE IS A DEFAULT:
 
Without notice or demand and without giving up any of its rights, Lender may:
 
A. 
Require immediate payment of all amounts owing under this Note;
 
B. 
Collect all amounts owing from any Borrower or Guarantor;
 
C. 
File suit and obtain judgment;
 
D. 
Take possession of any Collateral; or
 
E. 
Sell, lease, or otherwise dispose of, any Collateral at public or private sale, with or without advertisement
 
 
6.       
LENDER'S GENERAL POWERS:
 
Without notice and without Borrower's consent, Lender may:
 
A. 
Bid on or buy the Collateral at its sale or the sale of another lienholder, at any price it chooses;
 
B. 
Incur expenses to collect amounts due under this Note, enforce the terms of this Note or any other Loan Document, and preserve or dispose of the Collateral. Among other things, the expenses may include payments for property taxes, prior liens, insurance, appraisals, environmental remediation costs, and reasonable attorney's fees and costs. If Lender incurs such expenses, it may demand immediate repayment from Borrower or add the expenses to the principal balance;
 
C. 
Release anyone obligated to pay this Note;
 
D. 
Compromise, release, renew, extend or substitute any of the Collateral; and
 
E. 
Take any action necessary to protect the Collateral or collect amounts owing on this Note.
 
7.       
WHEN FEDERAL LAW APPLIES:
 
When SBA is the holder, this Note will be interpreted and enforced under federal law, including SBA regulations. Lender or SBA may use state or local procedures for filing papers, recording documents, giving notice, foreclosing liens, and other purposes. By using such procedures, SBA does not waive any federal immunity from state or local control, penalty, tax, or liability. As to this Note, Borrower may not claim or assert against SBA any local or state law to deny any obligation, defeat any claim of SBA, or preempt federal law.
 
Page3 of 5
 
 
8.       
SUCCESSORS AND ASSIGNS:
 
Under this Note, Borrower and Operating Company include the successors of each, and Lender includes its successors and assigns.
 
9.       
GENERAL PROVISIONS:
 
A. 
All individuals and entities signing this Note are jointly and severally liable.
 
B. 
Borrower waives all suretyship defenses.
 
C. 
Borrower must sign all documents necessary at any time to comply with the Loan Documents and to enable Lender to acquire, perfect, or maintain Lender's liens on Collateral.
 
D. 
Lender may exercise any of its rights separately or together, as many times and in any order it chooses. Lender may delay or forgo enforcing any of its rights without giving up any of them.
 
E. 
Borrower may not use an oral statement of Lender or SBA to contradict or alter the written terms of this Note.
 
F. 
If any part of this Note is unenforceable, all other parts remain in effect.
 
G. 
To the extent allowed by law, Borrower waives all demands and notices in connection with this Note, including presentment, demand, protest, and notice of dishonor. Borrower also waives any defenses based upon any claim that Lender did not obtain any guarantee; did not obtain, perfect, or maintain a lien upon Collateral; impaired Collateral; or did not obtain the fair market value of Collateral at a sale.
 
10.            
STATE-SPECIFIC PROVISIONS:
 
This note is governed by the laws of Missouri, except to the extent such state laws are preempted by federal law. In the event of a dispute, the exclusive forum, venue and place of jurisdiction will be in Missouri, unless otherwise required by law.
 
ORAL OR UNEXECUTED AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE, REGARDLESS OF THE LEGAL THEORY UPON WHICH IT IS BASED THAT IS IN ANY WAY RELATED TO THE CREDIT AGREEMENT. TO PROTECT YOU (BORROWER) AND US (LENDER) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.
 
 
ADDITIONAL PROVISIONS.
 
A. 
Borrower understands and agrees that the PPP Program contains limits and restrictions on use of amounts borrowed, and that Borrower retains full responsibility for compliance with those PPP limits and restrictions.
 
B. 
Borrower has provided truthful and complete information to Bank in connection with Borrower's PPP Application, and agrees to immediately inform Bank of any errors in same.
 
C. 
Borrower agrees to provide any documents which Bank deems necessary for the Application Loan File, including any documents Bank requests for use in calculating future forgiveness or repayment under
 
D. 
Borrower agrees to otherwise cooperate with Bank in administration of this PPP Loan.
 
Page4 of 5
 
 
E. 
Borrower understands that the requested loan, if approved by the SBA, may or may not qualify for forgiveness.
 
F. 
Borrower understands that if the requested loan does not qualify for forgiveness, Borrower must repay the loan, under the terms contained in the loan documents.
 
G. 
Borrower understands and agrees that Bank is not liable for delays in transmission of the application or for any failure by the SBA to receive the Application.
 
11.            
BORROWER'S NAME(S) AND SIGNATURE(S):
By signing below, each individual or entity becomes obligated under this Note as Borrower.
 
Authorized Signer:
Thomas E Aucamp
Signature:
/s/ Thomas Aucamp
Date:
5/1/2020
 
 
Authorized Signer:
 
Signature:
 
Date:
 
 
 
 
 
 
 
 
 
 
 
Page5 of 5
 
Exhibit 99.1
 
 
RumbleOn Receives $5.2 Million in Funding from the Paycheck Protection Program
 
RumbleOn, Inc (NASDAQ: RMBL), the e-commerce company using innovative technology to simplify how dealers and consumers buy, sell, trade or finance pre-owned vehicles, today announced the receipt of approximately $5.2 million in funding from the Paycheck Protection Program (PPP).
 
 “With economic uncertainty affecting all of us, we proactively applied for these funds as part of our ongoing contingency planning and preparation. The funding provided to us by the SBA PPP loan ensures that we are positioned to reaccelerate our business as conditions permit,” commented Chief Executive Officer, Marshall Chesrown. “Over the course of the past two months, we have communicated the actions we are taking to mitigate the impact on our financial performance. While the ongoing and future effects of the COVID-19 pandemic are unpredictable and continue to evolve, we are taking prudent steps to protect the long-term health of our business and remain committed to delivering shareholder value over time.”
 
The PPP funding takes the form of a low-interest loan, certain amounts of which are forgivable in accordance with the PPP.
 
 About RumbleOn
 
RumbleOn (NASDAQ: RMBL) is an e-commerce company that uses innovative technology to simplify how dealers and customers buy, sell, trade, or finance pre-owned vehicles through RumbleOn’s 100% online marketplace. Leveraging its capital-light network of 17 regional partnerships and innovative technological solutions, RumbleOn is disrupting the old-school pre-owned vehicle supply chain by providing users with the most efficient, timely and transparent transaction experience. For more information, please visit http://www.rumbleon.com.
 
Cautionary note regarding forward looking statements
 
This press release may contain “forward-looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995 (PSLRA), which statements may be identified by words such as “expects,” “projects,” “will,” “may,” “anticipates,” “believes,” “should,” “intends,” “estimates,” and other words of similar meaning. Readers are cautioned not to place undue reliance on these forward-looking statements, which are based on the Company’s expectations as of the date of this report and speak only as of the date of this report and are advised to consider the factors listed under the heading “Forward-Looking Statements” and “Risk Factors” in the Company’s SEC filings, as may be updated and amended from time to time. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
 
Investor Relations:
The Blueshirt Group
Whitney Kukulka
investors@rumbleon.com
 
 
Source: RumbleOn, Inc
 
 
  Exhibit 99.2
 
RUMBLEON APPOINTS MICHAEL MARCHLIK
TO ITS BOARD OF DIRECTORS
 
MAY 06, 2020
 
Financial Services Veteran Joins the RumbleOn Board 
 
DALLAS--(BUSINESS WIRE)-- RumbleOn, Inc (NASDAQ: RMBL), the e-commerce company using innovative technology to simplify how dealers and consumers buy, sell, trade or finance pre-owned vehicles, today announced the appointment of Michael Marchlik to its Board of Directors. Marchlik serves as the Chief Executive Officer of the Advisory & Valuations division of Great American Group (GA). The nearly 25-year veteran will join the RumbleOn Board of Directors effective May 2020.
 
“We are pleased to welcome Michael to our Board of Directors. With a proven track record delivering financial advisory and valuation guidance to public and private technology companies, Michael brings deep financial expertise, an asset that we will leverage as we continue to build our market presence and execute on our vision,” commented Marshall Chesrown, Chief Executive Officer.
 
“RumbleOn’s technology is on the cutting edge of transforming the antiquated system of buying and selling pre-owned vehicles. I look forward to working with Marshall, Steve and the entire Board in guiding the company's expansion," commented Marchlik.
 
Marchlik currently serves as the Chief Executive Officer of GA’s Advisory & Valuations division and is responsible for overseeing the operations and client service efforts for lenders, sponsors and borrowers. With nearly two and a half decades of experience in all segments of the asset disposition and valuation industries, he has extensive understanding of corporate transactional services, credit structure and asset-based valuation and lending solutions. Michael attended Northeastern University in Boston where he received a Bachelor of Science in Finance.
 
Great American Group (GA), B. Riley Financial, Inc. subsidiary, is a leading provider of asset disposition, corporate valuation and advisory services to a wide range of retail, wholesale and industrial clients, as well as lenders, capital providers, private equity investors and professional service firms.

Marchlik is the seventh member of RumbleOn’s Board of Directors and will be a member of the board's audit and compensation committees.
 
About RumbleOn 
 
RumbleOn (NASDAQ: RMBL) is an e-commerce company that uses innovative technology to simplify how dealers and customers buy, sell, trade, or finance pre-owned vehicles through RumbleOn’s 100% online marketplace. Leveraging its capital-light network of 17 regional partnerships and innovative technological solutions, RumbleOn is disrupting the old-school pre-owned vehicle supply chain by providing users with the most efficient, timely and transparent transaction experience. For more information, please visit http://www.rumbleon.com.
 
View source version on businesswire.com: https://www.businesswire.com/news/home/20200506005954/en/ 
 
Investor Relations:
 
The Blueshirt Group
Whitney Kukulka
investors@rumbleon.com
 
Source: RumbleOn, Inc